Common use of Refusal to Act Clause in Contracts

Refusal to Act. Except for notices and actions expressly required of Agent hereunder and except for the performance of its covenants in Section 18.5, Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by Lessor against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action; provided that such indemnity shall not be required to extend to liability or expense arising from any matter described in clauses (a) through (d) of Section 20.4, it being understood that no action taken by Agent in accordance with the instructions of Lessor shall be deemed to constitute any such matter and (b) it is reasonably satisfied that such action is not contrary to any Operative Document or to any Applicable Law and Regulations.

Appears in 4 contracts

Samples: Lease and Security Agreement (Lsi Logic Corp), Lease and Security Agreement (Lsi Logic Corp), Lease and Security Agreement (Lsi Logic Corp)

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Refusal to Act. Except for notices and actions expressly required of Agent hereunder and except for the performance of its covenants in Section 18.54.4, Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by Lessor the Participants against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action; action (provided that such indemnity shall not be required subject to extend to liability or expense arising from any matter described in clauses (a) through (d) each of the limitations set forth at Section 20.48.4, it being understood that no action taken by Agent in accordance with the instructions of Lessor the Required Participants shall be deemed to constitute any such matter matter) and (b) it is reasonably satisfied that such action is not contrary to any Operative Document or to any Applicable Law Laws and Regulations.

Appears in 2 contracts

Samples: Participation Agreement (Ferrellgas Partners Finance Corp), Participation Agreement (Ferrellgas Partners Finance Corp)

Refusal to Act. Except for notices and actions expressly required of Agent hereunder and except for the performance of its covenants in Section 18.56.3, Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by Lessor the Lessors against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action; action (provided that such indemnity shall not be required to extend to liability or expense arising from any matter described in clauses (a) through (d) of Section 20.49.4, it being understood that no action taken by Agent in accordance with the instructions of Lessor the Required Lessors shall be deemed to constitute any such matter matter) and (b) it is reasonably satisfied that such action is not contrary to any Operative Document Agreement or to any Applicable Law and Regulationsapplicable law.

Appears in 2 contracts

Samples: Participation Agreement (Yellow Roadway Corp), Participation Agreement (Consolidated Freightways Corp)

Refusal to Act. Except for notices and actions expressly required of Agent hereunder and except for the performance of its covenants in Section 18.54.4, Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by Lessor the Participants against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action; action (provided that such indemnity shall not be required subject to extend to liability or expense arising from any matter described in each of the limitations set forth at Section 8.4, including clauses (a) through (d) of Section 20.48.4, it being understood that no action taken by Agent in accordance with the instructions of Lessor the Required Participants shall be deemed to constitute any such matter matter) and (b) it is reasonably satisfied that such action is not contrary to any Operative Document or to any Applicable Law Laws and Regulations.

Appears in 1 contract

Samples: Participation Agreement (Del Monte Foods Co)

Refusal to Act. Except for notices and actions expressly required of an Agent hereunder and except for the performance of its covenants in Section 18.59.1, each Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by Lessor the Participants against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action; action (provided that such indemnity shall not be required to extend to liability or expense arising from any matter described in clauses (a) through (d) of Section 20.416.4, it being understood that no action taken by an Agent in accordance with the instructions of Lessor the Required Participants shall be deemed to constitute any such matter matter) and (b) it is reasonably satisfied that such action is not contrary to any Operative Document or to any Applicable Law and RegulationsLaw.

Appears in 1 contract

Samples: Participation Agreement (Adc Telecommunications Inc)

Refusal to Act. Except for notices and actions expressly required of Agent hereunder and except for the performance of its covenants in Section 18.5expressed obligations under the Operative Documents, Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by Lessor the Participants against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action; action (provided that such indemnity shall not be required subject to extend to liability or expense arising from any matter described each of the limitations set forth in Section 8.4, including clauses (a) through (d) of Section 20.48.4, it being understood that no action taken by Agent in accordance with the instructions of Lessor the Required Participants shall be deemed to constitute any such matter matter) and (b) it is reasonably satisfied that such action is not contrary to any Operative Document or to any Applicable Law Laws and Regulations.

Appears in 1 contract

Samples: Participation Agreement (Lsi Logic Corp)

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Refusal to Act. Except for notices and actions expressly required of Agent hereunder and except for the performance of its covenants in Section 18.5hereunder, Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by Lessor against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action; action (provided that such indemnity shall not be required to extend to liability or expense arising from any matter described in clauses (a) through (d) of Section 20.48.4, it being understood that no action taken by Agent in accordance with the instructions of Lessor the Required Participants shall be deemed to constitute any such matter matter) and (b) it is reasonably satisfied that such action is not contrary to any Operative Document or to any Applicable Law and Regulationsapplicable law.

Appears in 1 contract

Samples: Participation Agreement (Genesis Health Ventures Inc /Pa)

Refusal to Act. Except for notices and actions expressly required of Administrative Agent hereunder and except for the performance of its covenants in Section 18.56.3, Administrative Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by Lessor the Lessors against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action; action (provided that such indemnity shall not be required to extend to liability or expense arising from any matter described in clauses (a) through (d) of Section 20.49.4, it being understood that no action taken by Administrative Agent in accordance with the instructions of Lessor the Required Lessors shall be deemed to constitute any such matter matter) and (b) it is reasonably satisfied that such action is not contrary to any Operative Document Agreement or to any Applicable Law and Regulationsapplicable law.

Appears in 1 contract

Samples: Participation Agreement (Weatherford International Inc /New/)

Refusal to Act. Except for notices and actions expressly required of Agent hereunder and except for the performance of its covenants in Section 18.5SECTION 4.4, Agent shall in all cases be fully justified in failing or refusing to act unless unless: (a) it is indemnified to its reasonable satisfaction by Lessor the Participants against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action; action (provided that such indemnity shall not be required subject to extend to liability or expense arising from any matter described in clauses each of the limitations set forth at SECTION 8.4, including CLAUSES (a) through (d) of Section 20.4SECTION 8.4, it being understood that no action taken by Agent in accordance with the instructions of Lessor the Required Participants shall be deemed to constitute any such matter matter), and (b) it is reasonably satisfied that such action is not contrary to any Operative Document or to any Applicable Law and RegulationsLaw.

Appears in 1 contract

Samples: Participation Agreement (Remec Inc)

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